Common use of Stockholder Covenants Clause in Contracts

Stockholder Covenants. Each Stockholder hereby covenants and agrees that: (a) it will not sell any Merger Shares under the Resale Registration Statement or any Piggyback Registration Statement until it has requested and received a prospectus from Verticalnet and received notice from Verticalnet that such Resale Registration Statement or Piggyback Registration Statement has become effective; (b) it will comply with the prospectus delivery requirements of the Securities Act as applicable to such Stockholder in connection with sales of Merger Shares pursuant to the Resale Registration Statement or any Piggyback Registration Statement; (c) upon receipt of a notice from Verticalnet of the occurrence of any event of the kind described in Section 7(c)(i)–(iv) below, such Stockholder shall forthwith discontinue disposition of such Merger Shares under the Resale Registration Statement and/or any Piggyback Registration Statement until such Stockholder receives copies of the supplemented prospectus and/or amended Resale Registration Statement and/or Piggyback Registration Statement or until such Stockholder is advised in writing by Verticalnet that the use of the applicable prospectus may be resumed: (i) any request by the SEC or any other Governmental Body for amendments or supplements to such Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or for additional information; (ii) the issuance by the SEC of any stop order suspending the effectiveness of such Resale Registration Statement and/or Piggyback Registration Statement or the initiation of any proceedings for that purpose; (iii) the receipt by Verticalnet of any written notification with respect to the suspension of the qualification or exemption from qualification of the Merger Shares for sale in any jurisdiction, or the initiation or threatening in writing of any proceeding, for such purpose; or (iv) the occurrence of any event that makes any statement made in such Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Resale Registration Statement and/or Piggyback Registration Statement, prospectus or other documents so that, in the case of such Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (d) such Stockholder shall furnish to Verticalnet information regarding such Stockholder and the distribution of the Merger Shares as is required by Law to be disclosed in the Resale Registration Statement and/or any Piggyback Registration Statement and is different from the information concerning such Stockholder and the plan distribution contained in such Resale Registration Statement and/or Piggyback Registration Statement.

Stockholder Covenants. Each Stockholder hereby covenants and agrees that: (a) it will not sell any Merger Shares under the Resale Registration Statement or any Piggyback Registration Statement until it has requested and received a prospectus from Verticalnet the Company and received notice from Verticalnet the Company that such the Resale Registration Statement or Piggyback Registration Statement has become effective; (b) it will comply with the prospectus delivery requirements of the Securities Act as applicable to such Stockholder in connection with sales of Merger Shares pursuant to the Resale Registration Statement or any Piggyback Registration Statement; (c) upon receipt of a notice from Verticalnet the Company of the occurrence of any event of the kind described in Section 7(c)(i)–(iv6(c)(i) - (iv) below, such Stockholder shall forthwith discontinue disposition of such Merger Shares under the Resale Registration Statement and/or any Piggyback Registration Statement until such Stockholder receives copies of the supplemented prospectus and/or amended Resale Registration Statement and/or Piggyback Registration Statement or until such the Stockholder is advised in writing by Verticalnet the Company that the use of the applicable prospectus may be resumed: (i) any request by the SEC Commission or any other Governmental Body for amendments or supplements to such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or for additional information; (ii) the issuance by the SEC Commission of any stop order suspending the effectiveness of such the Resale Registration Statement and/or Piggyback Registration Statement or the initiation of any proceedings for that purpose; (iii) the receipt by Verticalnet the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of the Merger Shares for sale in any jurisdiction, or the initiation or threatening in writing of any proceeding, for such purpose; or (iv) the occurrence of any event that makes any statement made in such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such the Resale Registration Statement and/or Piggyback Registration Statement, prospectus or other documents so that, in the case of such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating theretoprospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and. (d) such each Stockholder shall furnish to Verticalnet the Company information regarding such Stockholder and the distribution of the Merger Shares as is required by Law to be disclosed in the Resale Registration Statement and/or any Piggyback Registration Statement and is different from the information concerning such Stockholder and the plan distribution contained in such the Resale Registration Statement and/or Piggyback Registration Statement.

Stockholder Covenants. Each Stockholder hereby covenants and agrees that: (a) it will not sell any Merger Shares under the Resale Registration Statement or any Piggyback Registration Statement until it has requested and received a prospectus from Verticalnet the Company and received notice from Verticalnet the Company that such the Resale Registration Statement or Piggyback Registration Statement has become effective; (b) it will comply with the prospectus delivery requirements of the Securities Act as applicable to such Stockholder in connection with sales of Merger Shares pursuant to the Resale Registration Statement or any Piggyback Registration Statement; (c) upon receipt of a notice from Verticalnet the Company of the occurrence of any event of the kind described in Section 7(c)(i)–(iv6(c)(i)-(iv) below, such Stockholder shall forthwith discontinue disposition of such Merger Shares under the Resale Registration Statement and/or any Piggyback Registration Statement until such Stockholder receives copies of the supplemented prospectus and/or amended Resale Registration Statement and/or Piggyback Registration Statement or until such the Stockholder is advised in writing by Verticalnet the Company that the use of the applicable prospectus may be resumed: (i) any request by the SEC Commission or any other Governmental Body governmental body for amendments or supplements to such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or for additional information; (ii) the issuance by the SEC Commission of any stop order suspending the effectiveness of such the Resale Registration Statement and/or Piggyback Registration Statement or the initiation of any proceedings for that purpose; (iii) the receipt by Verticalnet the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of the Merger Shares for sale in any jurisdiction, or the initiation or threatening in writing of any proceeding, for such purpose; or (iv) the occurrence of any event that makes any statement made in such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating thereto or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such the Resale Registration Statement and/or Piggyback Registration Statement, prospectus or other documents so that, in the case of such the Resale Registration Statement and/or Piggyback Registration Statement or the prospectus relating theretoprospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and. (d) such each Stockholder shall furnish to Verticalnet the Company information regarding such Stockholder and the distribution of the Merger Shares as is required by Law to be disclosed in the Resale Registration Statement and/or any Piggyback Registration Statement and is different from the information concerning such Stockholder and the plan distribution contained in such the Resale Registration Statement and/or Piggyback Registration Statement.